EX-99.(d)(xxix)
AMENDMENT TO SUBADVISORY AGREEMENT
This Amendment is made as of August 2, 2005 between AIG SunAmerica
Asset Management Corp., a Delaware corporation ("Adviser"), and Janus Capital
Management LLC, a Delaware limited liability company ("Subadviser").
BACKGROUND
A. Adviser and Subadviser are parties to a Subadvisory Agreement
dated April 3, 2002, as amended September 4, 2002, December 2, 2002 and April
30, 2003 (the "Agreement").
B. The parties wish to amend the Agreement as set forth below.
AMENDMENT
For good and valuable consideration, the receipt of which is
acknowledged, the parties agree as follows:
1. Schedule A of the Agreement shall be deleted and replaced with
the attached.
2. The following shall be added as Paragraph 18:
CONFIDENTIALITY. The Subadviser will not disclose or use any
records or information obtained pursuant to this Agreement in
any manner whatsoever except as expressly authorized in this
Agreement or as reasonably required to execute transactions on
behalf of the Portfolios, and will keep confidential any
non-public information obtained directly as a result of this
service relationship, and the Subadviser shall disclose such
non-public information only if the Adviser or the Board of
Trustees has authorized such disclosure by prior written
consent, or if such information is or hereafter otherwise is
known by the Subadviser or has been disclosed, directly or
indirectly, by the Adviser or the Trust to others becomes
ascertainable from public or published information or trade
sources, or if such disclosure is expressly required or
requested by applicable federal or state regulatory
authorities, or to the extent such disclosure is reasonably
required by auditors or attorneys of the Subadviser in
connection with the performance of their professional services
or as may otherwise be contemplated by this Agreement.
Notwithstanding the foregoing, the Subadviser may disclose the
total return earned by the Portfolios and may include such
total return in the calculation of composite performance
information.
3. The Agreement, as supplemented by this Amendment, is
ratified and confirmed.
4. This Amendment may be executed in two or more
counterparts which together shall constitute one instrument.
JANUS CAPITAL MANAGEMENT LLC AIG SUNAMERICA ASSET
MANAGEMENT CORP.
By: By:
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Name: Xxxxxx X. Xxxx Name: Xxxxx X. Xxxxxxx
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Title: Vice President Title: President and CEO
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SCHEDULE A
FEE RATE
(as a % of average
PORTFOLIO daily net Asset Value)
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Focused Multi-Cap Growth Portfolio
Focused 2000 Value Portfolio
Focused Mid-Cap Value Portfolio
Revised January 12, 2005
AIG SUNAMERICA ASSET MANAGEMENT CORP.
By: ________________________________
Name: Xxxxx X. Xxxxxxx
Title: President and CEO
JANUS CAPITAL MANAGEMENT LLC
By: ________________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
